SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
( X )ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
SEPTEMBER 27, 2003
( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION
PERIOD FROM TO
Commission File No. 0-14616
J & J SNACK FOODS CORP.
(Exact name of registrant as specified in its charter)
New Jersey 22-1935537
(State or other jurisdiction of (I.R.S.Employer
corporation or organization) Identification No.)
6000 Central Highway 08109
Pennsauken, New Jersey (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including Area Code: (856)
665-9533
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, no par value
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No ___
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of
Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. Yes X No ___
Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the
Exchange Act) Yes X No __
As of December 8, 2003, the latest practicable date,
8,783,402 shares of the Registrant's common stock were issued
and outstanding. The aggregate market value of shares held
by non-affiliates of the Registrant on such date was
$244,563,300 based on the last price on that date of $36.08
per share, which is an average of bid and asked prices.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's 2003 Annual Report to Shareholders
for the fiscal year ended September 27, 2003 and Proxy
Statement for its Annual Meeting of Shareholders to be held
on February 5, 2004 are incorporated herein by reference
into Parts I, II, III and IV as set forth herein.
J & J SNACK FOODS CORP.
2003 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
Page
PART I
Item 1 Business. . . . . . . . . . . . . . . . . 1
Item 2 Properties. . . . . . . . . . . . . . . . 9
Item 3 Legal Proceedings. . . . . . .. . . . . . 10
Item 4 Submission Of Matters To A Vote Of Security
Holders. . . . . . . . . . . . .. . . . . 10
PART II
Item 5 Market For Registrant's Common Equity And
Related Stockholder Matters. . . . . . . . 11
Item 6 Selected Financial Data. . . . . . . . . . 11
Item 7 Management's Discussion And Analysis Of
Financial Condition And Results Of Operations 11
Item 7a Quantitative And Qualitative Disclosures
About Market Risk. . . . . . . . . . . . . 12
Item 8 Financial Statements And Supplementary Data 12
Item 9 Changes In And Disagreements With Accountants
On Accounting And Financial Disclosure . . 13
Item 9A Controls and Procedures. . . . . . . . . . 13
PART III
Item 10 Directors And Executive Officers Of The
Registrant . . . . . . . . . . . . . . . . 14
Item 11 Executive Compensation . . . . . . . . . . 14
Item 12 Security Ownership Of Certain Beneficial
Owners And Management. . . . . . . . . . . 15
Item 13 Certain Relationships And Related Transactions 16
Item 14 Principal Accounting Fees and Services . . 16
PART IV
Item 15 Exhibits, Financial Statement Schedules And
Reports On Form 8-K. . . . . . . . . . . . 16
Part I
Item 1. Business
General
J & J Snack Foods Corp. (the ''Company'' or ''J & J'')
manufactures nutritional snack foods and distributes frozen
beverages which it markets nationally to the food service
and retail supermarket industries. Its principal snack
food products are soft pretzels marketed primarily under
the brand name SUPERPRETZEL and frozen juice treats and
desserts marketed primarily under the LUIGI'S, ICEE, BARQ'S*,
CHILL, and MINUTE MAID** brand names. J & J
believes it is the largest manufacturer of soft pretzels in
the United States, Mexico and Canada. Other snack food
products include churros (an Hispanic pastry), funnel cake,
popcorn and bakery products. The Company's principal frozen
beverage product is the ICEE brand frozen carbonated
beverage.
The Company's Food Service and Frozen Beverages sales
are made primarily to food service customers including
snack bar and food stand locations in leading chain,
department, discount, warehouse club and convenience
stores; malls and shopping centers; fast food outlets;
stadiums and sports arenas; leisure and theme parks; movie
theatres; independent retailers; and schools, colleges and
other institutions. The Company's retail supermarket
customers are primarily supermarket chains. The Company's
restaurant group sells direct to the public through its
chains of specialty snack food retail outlets, BAVARIAN
PRETZEL BAKERY and PRETZEL GOURMET, located primarily in
the Mid-Atlantic States.
The Company was incorporated in 1971 under the laws of
the State of New Jersey.
The Company operates in four business segments: Food
Service, Retail Supermarkets, The Restaurant Group and
Frozen Beverages. These segments are described below.
The Chief Operating Decision Maker for Food Service,
Retail Supermarkets and The Restaurant Group and the Chief
Operating Decision Maker for Frozen Beverages monthly
review and evaluate operating income and sales in order to
assess performance and allocate resources to each
individual segment. In addition, the Chief Operating
Decision Makers review and evaluate depreciation, capital
spending and assets of each segment on a quarterly basis to
monitor cash flow and asset needs of each segment.
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* BARQ'S is a registered trademark of Barq's Inc.
** Minute Made is a registered trademark of the Coca-Cola
Company.
Food Service
The primary products sold by the food service segment
are soft pretzels, frozen juice treats and desserts,
churros and baked goods. Our customers in the food service
industry include snack bars and food stands in chain,
department and discount stores; malls and shopping centers;
fast food outlets; stadiums and sports arenas; leisure and
theme parks; convenience stores; movie theatres; warehouse
club stores; schools, colleges and other institutions.
Within the food service industry, our products are
purchased by the consumer primarily for consumption at the
point-of-sale.
Retail Supermarkets
The primary products sold to the retail supermarket
industry are soft pretzel products - including
SUPERPRETZEL, frozen juice treats and desserts including
LUIGI's Real Italian Ice, MINUTE MAID Juice Bars and Soft
Frozen Lemonade and ICEE Squeeze Up Tubes and TIO PEPE'S
Churros. Within the retail supermarket industry, our
frozen and prepackaged products are purchased by the
consumer for consumption at home.
The Restaurant Group
We sell direct to the public through our Restaurant
Group, which operates BAVARIAN PRETZEL BAKERY and PRETZEL
GOURMET, our chain of specialty snack food retail outlets.
Frozen Beverages
We sell frozen beverages to the food service industry
primarily under the names ICEE and ARCTIC BLAST in the
United States, Mexico and Canada.
Products
Soft Pretzels
The Company's soft pretzels are sold under many brand
names; some of which are: SUPERPRETZEL, PRETZEL FILLERS,
PRETZELFILS, GOURMET TWISTS, MR. TWISTER, SOFT PRETZEL
BITES, SOFTSTIX, SOFT PRETZEL BUNS, HOT KNOTS, DUTCH TWIST,
TEXAS TWIST and SANDWICH TWIST and; to a lesser extent,
under private labels. Soft pretzels are sold in the Food
Service, Retail Supermarket and The Restaurant Group
segments. Soft pretzel sales amounted to 27% and 25% of the
Company's revenue in fiscals 2003 and 2002, respectively.
The Company's soft pretzels qualify under USDA
regulations as the nutritional equivalent of bread for
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purposes of the USDA school lunch program, thereby enabling
a participating school to obtain partial reimbursement of
the cost of the Company's soft pretzels from the USDA.
The Company's soft pretzels are manufactured according
to a proprietary formula. Soft pretzels, ranging in size
from one to ten ounces in weight, are shaped and formed by
the Company's proprietary twister machines. These soft
pretzel tying machines are automated, high speed machines
for twisting dough into the traditional pretzel shape.
Additionally, we make soft pretzels which are extruded or
shaped by hand. Soft pretzels, after processing, are
primarily quick-frozen in either raw or baked form and
packaged for delivery.
The Company's principal marketing program in the Food
Service segment includes supplying ovens, mobile
merchandisers, display cases, warmers and similar
merchandising equipment to the retailer to prepare and
promote the sale of soft pretzels. Some of this equipment
is proprietary, including combination warmer and display
cases that reconstitute frozen soft pretzels while
displaying them, thus eliminating the need for an oven.
The Company retains ownership of the equipment placed in
customer locations and, as a result, customers are not
required to make an investment in equipment.
Frozen Juice Treats and Desserts
The Company's frozen juice treats and desserts are
marketed under the LUIGI'S, ICEE, BARQ'S, MINUTE MAID,
SHAPE-UPS, CHILL and MAMA TISH'S brand names. Frozen juice
treats and desserts are sold in the Food Service and Retail
Supermarkets segments. Frozen juice treat and dessert sales
were 17% and 18% of the Company's revenue in fiscal years
2003 and 2002, respectively.
The Company's SHAPE-UPS and MINUTE MAID frozen juice
and fruit bars are manufactured from an apple juice base to
which water, sweeteners, coloring (in some cases) and
flavorings are added. The juice bars contain two to three
ounces of apple or pear juice and the minimum daily
requirement of vitamin C, and qualify as reimbursable items
under the USDA school lunch program. The juice bars are
produced in various flavors and are packaged in a sealed
push-up paper container referred to as the Milliken M-pak,
which the Company believes has certain sanitary and safety
advantages.
LUIGI'S Real Italian Ice and MAMA TISH'S Italian Ice
and Sorbets are manufactured from water, sweeteners and
fruit juice concentrates in various flavors and are
packaged
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in plastic cups and in squeeze up tubes.
ICEE Squeeze Tubes are designed to capture the
carbonated frozen taste of a traditional ICEE drink. They
are packaged in three and four ounce squeeze up tubes.
MINUTE MAID soft frozen lemonade and fruit and cream
swirl are packaged in squeeze up tubes and cups.
Churros
The Company's frozen churros are sold primarily under
the TIO PEPE'S brand name. Churros are sold to the Food
Service and Retail Supermarkets segments. Churro sales were
4% of the Company's sales in both fiscals 2003 and 2002,
respectively. Churros are Hispanic donuts in stick form
which the Company produces in several sizes according to a
proprietary formula. The churros are deep fried, frozen
and packaged. At food service point-of-sale they are
reheated and topped with a cinnamon sugar mixture. The
Company also sells fruit and creme filled churros. The
Company supplies churro merchandising equipment similar to
that used for its soft pretzels.
Bakery Products
The Company's bakery products are marketed under the
MRS. GOODCOOKIE, CAMDEN CREEK BAKERY and PRETZEL COOKIE
brand names, and under private labels. Bakery products
include primarily cookies, muffins and donuts. Bakery
products are sold to the Food Service segment. Bakery
products sales amounted to 18% of the Company's sales in
fiscals 2003 and 2002.
Frozen Beverages
The Company markets frozen beverages primarily under
the names ICEE and ARCTIC BLAST in the United States,
Mexico and Canada. Additional frozen beverages are ICEE
SLUSH, JAVA FREEZE and CALIFORNIA NATURAL. Frozen
beverages are sold in the Food Service, The Restaurant
Group and Frozen Beverages segments. Frozen beverage sales
amounted to 25% of revenue in fiscal 2003 and 26% of
revenue in fiscal 2002.
Under the Company's principle marketing program, it
installs frozen beverage dispensers at customer locations
and thereafter services the machines, arranges to supply
customers with ingredients required for production of the
frozen beverages, and supports customer retail sales
efforts with in-store promotions and point-of-sale
materials. In most cases, the Company retains ownership of
its dispensers and, as a result, customers are not required
to make an
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investment in equipment or arrange for the ingredients and
supplies necessary to produce and market the frozen
beverages. In fiscal 1999 the Company began providing
installation and maintenance service only to a large quick
service restaurant and others, which resulted in the
increase of customer owned beverage dispensers beginning in
1999. The Company also provides managed service and sells
equipment in its Frozen Beverages segment.
Each new customer location requires a frozen beverage
dispenser supplied by the Company or by the customer.
Company supplied frozen carbonated dispensers are purchased
from outside vendors, built new or rebuilt by the Company
at an approximate cost of $6,000 each.
The Company provides managed service and/or products
to approximately 41,000 Company owned and customer owned
dispensers.
The Company has the rights to market and distribute
frozen beverages under the name ICEE to all the Continental
United States, except for portions of eleven states.
Other Products
Other products sold by the Company include soft
drinks, funnel cakes sold under the FUNNEL CAKE FACTORY
brand name, popcorn sold under the AIRPOPT brand name and
smaller amounts of various other food products. These
products are sold in the Food Service, The Restaurant Group
and Frozen Beverages segments.
Customers
The Company sells its products to two principal
customer groups: food service and retail supermarkets. The
primary products sold to the food service group are soft
pretzels, frozen beverages, frozen juice treats and
desserts, churros and baked goods. The primary products
sold to the retail supermarket industry are soft pretzels
and frozen juice treats and desserts. Additionally, the
Company sells soft pretzels, frozen beverages and various
other food products direct to the public through its
restaurant group, which operates BAVARIAN PRETZEL BAKERY
and PRETZEL GOURMET, our chain of specialty snack food
retail outlets.
The Food Service, The Restaurant Group and the Frozen
Beverages segments sell primarily to the food service
industry. The Retail Supermarkets segment sells to the
retail supermarket industry.
5
The Company's customers in the food service industry
include snack bars and food stands in chain, department and
mass merchandising stores such as Kmart, Wal-Mart and
Target; malls and shopping centers; fast food outlets; The
Company's customers in the food service industry include
snack bars and food stands in chain, department and
stadiums and sports arenas; leisure and theme parks such as
Disneyland, Walt Disney World, Universal Studios, Sea
World, Six Flags, Hershey Park and Busch Gardens;
convenience stores such as 7-Eleven, Circle K, AM/PM and
Wawa; movie theatres; warehouse club stores such as Sam's
Club, Costco and B.J.'s; schools, colleges and other
institutions; and independent retailers such as Mrs.
Fields. Food service concessionaires purchasing soft
pretzels and other products from the Company for use in
sports arenas and for institutional meal services include
ARAMARK, Sodexho and Delaware North. Machines and machine
parts are sold to other food and beverage companies.
Within the food service industry, the Company's products
are purchased by the consumer primarily for consumption at
the point-of-sale.
Sales to certain of our chain, department and mass
merchandising customers decreased in 2002 and are expected
to decline further in 2003 as a result of store closings
and other factors affecting their operations.
The Company sells its products to over 90% of
supermarkets in the United States. Products sold to retail
supermarket customers are primarily soft pretzel products,
including SUPERPRETZEL, LUIGI'S Real Italian Ice, MINUTE
MAID Juice Bars and Soft Frozen Lemonade, ICEE Squeeze Up
Tubes and TIO PEPE'S churros. Within the retail
supermarket industry, the Company's frozen and prepackaged
products are purchased by the consumer for consumption at
home.
Marketing and Distribution
The Company has developed a national marketing program
for its products. For Food Service and Frozen Beverages
segments' customers, this marketing program includes
providing ovens, mobile merchandisers, display cases,
warmers, frozen beverage dispensers and other merchandising
equipment for the individual customer's requirements and
point-of-sale materials as well as participating in trade
shows and in-store demonstrations. The Company's ongoing
advertising and promotional campaigns for its Retail
Supermarket segment's products include trade shows,
newspaper advertisements with coupons, in-store
demonstrations, billboards and, periodically, television
advertisements.
The Company develops and introduces new products on a
6
routine basis. The Company evaluates the success of new
product introductions on the basis of sales levels, which
are reviewed no less frequently than monthly by the
Company's Chief Operating Decision Makers.
The Company's products are sold through a network of
about 150 food brokers and over 1,000 independent sales
distributors and the Company's own direct sales force. For
its snack food products, the Company maintains warehouse
and distribution facilities in Pennsauken, Bellmawr and
Bridgeport, New Jersey; Vernon (Los Angeles), California;
Scranton, Pittsburgh, Hatfield and Lancaster, Pennsylvania;
Carrollton (Dallas), Texas; and Solon, Ohio. Frozen
beverages are distributed from 89 Company managed warehouse
and distribution facilities located in 42 states, Mexico
and Canada which allow the Company to directly service its
customers in the surrounding areas. The Company's products
are shipped in refrigerated and other vehicles from the
Company's manufacturing and warehouse facilities on a fleet
of Company operated tractor-trailers, trucks and vans, as
well as by independent carriers.
Seasonality
The Company's sales are seasonal because frozen
beverage sales and frozen juice treats and desserts sales
are generally higher during the warmer months and sales of
the Company's retail stores are generally higher in the
Company's first quarter during the holiday shopping season.
Trademarks and Patents
The Company has numerous trademarks, the most
important of which are SUPERPRETZEL, DUTCH TWIST, TEXAS
TWIST, MR. TWISTER, SOFT PRETZEL BITES, SOFTSTIX and
PRETZEL FILLERS for its pretzels products; FROSTAR, SHAPE-
UPS, MAZZONE'S, MAMA TISH'S and LUIGI'S for its frozen
juice treats and desserts; TIO PEPE'S for its churros;
ARCTIC BLAST for its frozen beverages; FUNNEL CAKE FACTORY
for its funnel cake products, and MRS. GOODCOOKIE and
CAMDEN CREEK for its bakery products. The trademarks, when
renewed and continuously used, have an indefinite term and
are considered important to the Company as a means of
identifying its products.
The Company markets frozen beverages under the
trademark ICEE in all of the continental United States,
except for portions of eleven states, and in Mexico and
Canada. Additionally, the Company has the international
rights to the trademark ICEE.
7
The Company has numerous patents related to the
manufacturing and marketing of its product.
Supplies
The Company's manufactured products are produced from
raw materials which are readily available from numerous
sources. With the exception of the Company's soft pretzel
twisting equipment and funnel cake production equipment,
which are made for J & J by independent third parties, and
certain specialized packaging equipment, the Company's
manufacturing equipment is readily available from various
sources. Syrup for frozen beverages is purchased from The
Coca-Cola Company, the Pepsi Cola Company, and Western
Syrup Company. Cups, straws and lids are readily available
from various suppliers. Parts for frozen beverage
dispensing machines are manufactured internally and
purchased from other sources. Frozen beverage dispensers
are purchased primarily from IMI Cornelius, Inc.
Competition
Snack food and bakery products markets are highly
competitive. The Company's principal products compete
against similar and different food products manufactured
and sold by numerous other companies, some of which are
substantially larger and have greater resources than the
Company. As the soft pretzel, frozen juice treat and
dessert, bakery products and related markets grow,
additional competitors and new competing products may enter
the markets. Competitive factors in these markets include
product quality, customer service, taste, price, identity
and brand name awareness, method of distribution and sales
promotions.
The Company believes it is the only national
distributor of soft pretzels. However, there are numerous
regional and local manufacturers of food service and retail
supermarket soft pretzels. Competition is also increasing
in that there are several chains of retail pretzel stores
that have aggressively expanded over the past several
years. These chains compete with the Company's products.
In Frozen Beverages the Company competes directly with
other frozen beverage companies. These include several
companies which have the right to use the ICEE name in
portions of eleven states. There are many other regional
frozen beverage competitors throughout the country and one
large retail chain which uses its own frozen beverage
brand.
The Company competes with large soft drink
8
manufacturers for counter and floor space for its frozen
beverage dispensing machines at retail locations and with
products which are more widely known than the ICEE and
ARCTIC BLAST frozen beverages.
The Company competes with a number of other companies
in the frozen juice treat and dessert and bakery products
markets.
Employees
The Company has approximately 2,300 full and part time
employees as of September 27, 2003. Certain production and
distribution employees at the Pennsauken, New Jersey plant
are covered by a collective bargaining agreement which
expires in September 2005. The Company considers its
employee relations to be good.
Item 2. Properties
The Company's primary east coast manufacturing
facility is located in Pennsauken, New Jersey in a 70,000
square foot building on a two acre lot. Soft pretzels are
manufactured at this Company-owned facility which also
serves as the Company's corporate headquarters. This
facility operates at approximately 80-90% of capacity. The
Company leases a 101,200 square foot building adjacent to
its manufacturing facility in Pennsauken, New Jersey
through March 2012. The Company has constructed a large
freezer within this facility for warehousing and
distribution purposes. The warehouse has a utilization
rate of 80-90% depending on product demand. The Company
also leases, through September 2011, 16,000 square feet of
office and warehouse space located next to the Pennsauken,
New Jersey plant.
The Company owns a 150,000 square foot building on
eight acres in Bellmawr, New Jersey. Approximately 30% of
the facility is leased to a third party. The remainder is
used by the Company to manufacture some of its products
including funnel cake, pretzels, churros and cookies.
The Company's primary west coast manufacturing
facility is located in Vernon (Los Angeles), California.
It consists of a 137,000 square foot facility in which soft
pretzels, churros and various lines of baked goods are
produced and warehoused. Included in the 137,000 square
foot facility is a 30,000 square foot freezer used for
warehousing and distribution purposes which was constructed
in 1996. The facility is leased through November 2017.
The Company leases an additional 45,000 square feet of
office and warehouse space, adjacent to its manufacturing
facility,
9
through November 2017. The manufacturing facility operates
at approximately 60% of capacity.
The Company owns a 52,700 square foot building located
on five acres in Chicago Heights, Illinois which is
presently for sale or lease.
The Company owns a 46,000 square foot frozen juice
treat and dessert manufacturing facility located on three
acres in Scranton, Pennsylvania. The facility, which was
expanded from 26,000 square feet in 1998, operates at
approximately 60% of capacity.
The Company leases a 29,635 square foot soft pretzel
manufacturing facility located in Hatfield, Pennsylvania.
The lease runs through June 2017. The facility operates at
approximately 70% of capacity.
The Company leases a 19,200 square foot soft pretzel
manufacturing facility located in Carrollton, Texas. The
lease runs through April 2004. The facility operates at
less than 50% of capacity.
The Company's fresh bakery products manufacturing
facility offices are located in Bridgeport, New Jersey in
two buildings totaling 94,320 square feet. The buildings
are leased through December 2011. The manufacturing
facility operates at approximately 50% of capacity.
The Company's Bavarian Pretzel Bakery headquarters and
warehouse and distribution facilities are located in a
11,000 square foot owned building in Lancaster,
Pennsylvania.
The Company also leases approximately 100 warehouse
and distribution facilities in 42 states, Mexico and
Canada.
Item 3. Legal Proceedings
The Company has no material pending legal proceedings,
other than ordinary routine litigation incidental to the
business, to which the Company or any of its subsidiaries
is a party or of which any of their property is subject.
Item 4. Submission Of Matters To A Vote Of Security Holders
There were no matters submitted to a vote of the
security holders during the quarter ended September 27,
2003.
10
PART II
Item 5. Market For Registrant's Common Equity And Related
Stockholder Matters
The Company's common stock is traded on the over-the-
counter market on the NASDAQ National Market System under
the symbol ''JJSF.'' The following table sets forth the high
and low final sale price quotations as reported by NASDAQ
for the common stock for each quarter of the years ended
September 27, 2003 and September 28, 2002.
High Low
Fiscal 2002
First quarter $26.25 $18.10
Second quarter 40.40 23.22
Third quarter 45.15 32.42
Fourth quarter 44.97 34.85
Fiscal 2003
First quarter $40.25 $30.27
Second quarter 37.85 25.31
Third quarter 34.00 28.65
Fourth quarter 37.67 29.33
On December 8, 2003, there were 8,783,402 shares of
common stock outstanding. Those shares were held by
approximately 2,200 beneficial shareholders and
shareholders of record.
The Company has never paid a cash dividend on its
common stock and does not anticipate paying cash dividends
in the foreseeable future.
For information on the Company's Equity Compensation
Plans, please see Item 12 herein.
Item 6. Selected Financial Data
The information set forth under the caption ''Financial
Highlights'' of the 2003 Annual Report to Shareholders is
incorporated herein by reference.
Item 7. Management's Discussion And Analysis Of Financial
Condition And Results Of Operations
The information set forth under the caption
''Management's Discussion and Analysis of Financial
Condition and Results of Operations'' of the 2003 Annual
Report to Shareholders is incorporated herein by reference.
11
Item 7a. Quantitative And Qualitative Disclosures About
Market Risk
The following is the Company's quantitative and
qualitative analysis of its financial market risk:
Interest Rate Sensitivity
The Company has in the past entered into interest rate
swaps to limit its exposure to interest rate risk and may
continue to do so in the future if the Board of Directors
feels that such non-trading purpose is in the best interest
of the Company and its shareholders. As of September 27,
2003, the Company had no interest rate swap contracts.
Interest Rate Risk
At September 27, 2003, the Company had no long-term debt
obligations.
The Company's most significant raw material requirements
include flour, shortening, corn syrup, chocolate, and
macadamia nuts. The Company attempts to minimize the
effect of future price fluctuations related to the purchase
of raw materials primarily through forward purchasing to
cover future manufacturing requirements, generally for
periods from 1 to 24 months. Futures contracts are not
used in combination with forward purchasing of these raw
materials. The Company's procurement practices are
intended to reduce the risk of future price increases, but
also may potentially limit the ability to benefit from
possible price decreases.
Foreign Exchange Rate Risk
The Company has not entered into any forward exchange
contracts to hedge its foreign currency rate risk as of
September 27, 2003 because it does not believe its foreign
exchange exposure is significant.
Item 8. Financial Statements And Supplementary Data
The following consolidated financial statements of the
Company set forth in the 2003 Annual Report to Shareholders
are incorporated herein by reference:
Consolidated Balance Sheets as of September 27, 2003 and
September 28, 2002
Consolidated Statements of Earnings for the fiscal years
ended September 27, 2003, September 28, 2002 and
September 29, 2001
12
Consolidated Statement of Stockholders' Equity for the
three fiscal years ended September 27, 2003
Consolidated Statements of Cash Flows for the fiscal
years ended September 27, 2003, September 28, 2002
and September 29, 2001
Notes to Consolidated Financial Statements
Report of Independent Certified Public Accounts
Item 9. Changes In And Disagreements With Accountants On
Accounting And Financial Disclosure
None.
Item 9A. Controls and Procedures
Quarterly evaluation of the Company's Disclosure
and Internal Controls. The Company evaluated (i) the
effectiveness of the design and operation of its disclosure
controls and procedures (the ''Disclosure Controls'') as of
the end of the period covered by this Form 10-K and (ii)
any changes in internal controls over financial reporting
that occurred during the last quarter of its fiscal year.
This evaluation (''Controls Evaluation'') was done under the
supervision and with the participation of management,
including the Chief Executive Officer (''CEO'') and Chief
Financial Officer (''CFO'').
Limitations on the Effectiveness of Controls. A
control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that
the objectives of the control system are met. Further, the
design of a control system must reflect the fact that there
are resource constraints, and the benefits of controls must
be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within the Company
have been detected. Because of the inherent limitations in
a cost effective control system, misstatements due to error
or fraud may occur and not be detected. The Company
conducts periodic evaluations of its internal controls to
enhance, where necessary, its procedures and controls.
Conclusions. Based upon the Controls Evaluation,
the CEO and CFO have concluded that the Disclosure Controls
are effective in reaching a reasonable level of assurance
that management is timely alerted to material information
relating to the Company during the period when its periodic
reports are being prepared. In accord with the U.S.
Securities and Exchange Commission's requirements, the CEO
13
and CFO conducted an evaluation of the Company's internal
control over financial reporting (the ''Internal Controls'')
to determine whether there have been any changes in
Internal Controls that occurred during the quarter which
have materially affected or which are reasonable likely to
materially affect Internal Controls. Based on this
evaluation, there have been no such changes in Internal
Controls during the quarter covered by this report.
PART III
Item 10. Directors And Executive Officers Of The Registrant
Portions of the information concerning directors,
appearing under the captions ''Information Concerning
Nominees For Election To Board'' and ''Information Concerning
Continuing Directors And Executive Officers'' in the
Company's Proxy Statement filed with the Securities and
Exchange Commission in connection with the Annual Meeting
of Shareholders to be held on February 5, 2004, is
incorporated herein by reference.
The Company has adopted a Code of Ethics pursuant to
Section 406 of the Sarbanes-Oxley Act of 2002, which
applies to the Company's principal executive officer,
principal financial officer, principal accounting officer
or controller, or persons performing similar functions and
other designated officers and employees.
Item 11. Executive Compensation
Information concerning executive compensation
appearing in the Company's Proxy Statement under the
caption ''Management Remuneraton'' is incorporated herein by
reference.
The following is a list of the executive officers of
the Company and their principal past occupations or
employment. All such persons serve at the pleasure of the
Board of Directors and have been elected to serve until the
Annual Meeting of Shareholders on February 5, 2004 or until
their successors are duly elected.
14
Name Age Position
Gerald B. Shreiber 62 Chairman of the Board,
President, Chief Executive
Officer and Director
Dennis G. Moore 48 Senior Vice President, Chief
Financial Officer, Secretary,
Treasurer and Director
Robert M. Radano 54 Senior Vice President,
Sales, Chief Operating
Officer and Director
Dan Fachner 43 President of The ICEE Company
Subsidiary
Michael Karaban 57 Senior Vice President, Marketing
Gerald B. Shreiber is the founder of the Company and
has served as its Chairman of the Board, President, and
Chief Executive Officer since its inception in 1971. His
term as a director expires in 2005.
Dennis G. Moore joined the Company in 1984. He served
in various controllership functions prior to becoming the
Chief Financial Officer in June 1992. His term as a
director expires in 2007.
Robert M. Radano joined the Company in 1972 and in May
1996 was named Chief Operating Officer of the Company.
Prior to becoming Chief Operating Officer, he was Senior
Vice President, Sales responsible for national food service
sales of J & J. His term as a director expires in 2006.
Dan Fachner has been an employee of ICEE-USA Corp.,
which was acquired by the Company in May 1987, since 1979
He was named Senior Vice President of The ICEE Company in
April 1994 and became President in May 1997.
Michael Karaban has been an employee of the Company in
charge of its marketing department since 1990 and in
February 2002 was elected Senior Vice President, Marketing.
Item 12. Security Ownership Of Certain Beneficial Owners And
Management
Information concerning the security ownership of certain
beneficial owners and management appearing in the Company's
Proxy Statement under the caption ''Principal Shareholders''
is incorporated herein by reference.
The following table details information regarding the
Company's existing equity compensation plans as of
September 27, 2003.
15
(a) (b) (c)
Number of
securities
remaining
Number of Weighted- available for
securities to average future
be issued exercise issuance
Plan Category upon exercise price of under equity
of outstanding compensation
outstanding options, plans
options, warrants and (excluding
warrants and rights securities
rights reflected in
column (a))
Equity
compensation
plans 924,629 20.98 612,000
approved by
security
holders
Equity
compensation
plans not - - -
approved by
security
holders
Total 924,629 20.98 612,000
Item 13. Certain Relationships And Related Transactions
None to Report.
Item 14. Principal Accounting Fees and Services
Information concerning the Principal Accounting Fees and
Services in the Company's Proxy Statement for the 2003
Annual Meeting of Stockholders is incorporated herein by
reference.
PART IV
Item 15. Exhibits, Financial Statement Schedules And
Reports On Form 8-K
(a) Financial Statements
The following are incorporated by reference in Part
II of this report:
Report of Independent Certified Public Accountants
Consolidated Balance Sheets as of September 27, 2003 and
September 28, 2002
16
Consolidated Statements of Earnings for the fiscal years
ended September 27, 2003,September 28, 2002 and
September 29, 2001
Consolidated Statement of Stockholders' Equity for the
three fiscal years ended September 27, 2003
Consolidated Statements of Cash Flows for the fiscal
years ended September 27, 2003, September 28, 2002
and September 29, 2001
Notes to Consolidated Financial Statements
Financial Statement Schedule
The following are included in Part IV of this
report:
Page
Report of Independent Certified Public
Accounts on Schedule 25
Schedule:
II. Value and Qualifying Accounts 26
All other schedules are omitted either because they are
not applicable or because the information required is
contained in the financial statements or notes thereto.
Exhibits
3.1 Amended and Restated Certificate of Incorporation
filed February 28, 1990. (Incorporated by reference
from the Company's Form 10-Q dated May 4, 1990.)
3.2 Amended and Restated Bylaws adopted May 15, 1990.
(Incorporated by reference from the Company's Form
10-Q dated August 3, 1990.)
4.3 Loan Agreement dated as of December 4, 2001 by and
among J & J Snack Foods Corp. and Certain of its
Subsidiaries and Citizens Bank of Pennsylvania, as
Agent. (Incorporated by reference from the
Company's Form 10-K dated December 21, 2001.)
10.1 Proprietary Exclusive Manufacturing Agreement dated
July 17, 1984 between J & J Snack Foods Corp. and
Wisco Industries, Inc. (Incorporated by reference
from the Company's Form S-1 dated February 4, 1986,
file no. 33-2296).
10.2*J & J Snack Foods Corp. Stock Option Plan.
(Incorporated by reference from the Company's
Definitive Proxy Statement dated December 19,
2002.)
17
10.3* J & J Snack Foods Corp. 401(k) Profit Sharing
Plan, As Amended, Effective January 1, 1989.
(Incorporated by reference from the Company's 10-
K dated December 18, 1992.)
10.4* First, Second and Third Amendments to the J & J
Snack Foods Corp. 401(k) Profit Sharing Plan.
(Incorporated by reference from the Company's 10-K
dated December 19, 1996.)
10.6 Lease dated September 24, 1991 between J & J
Snack Foods Corp. of New Jersey and A & H Bloom
Construction Co. for the 101,200 square foot
building next to the Company's manufacturing
facility in Pennsauken, New Jersey. (Incorporated
by reference form the Company's Form 10-K dated
December 17, 1991.)
10.7 Lease dated August 29, 1995 between J & J Snack
Foods Corp. and 5353 Downey Associated Ltd. for
the lease of the Vernon, CA facility.
(Incorporated by reference from the Company's
Form 10-K dated December 21, 1995.)
10.8* J & J Snack Foods Corp. Employee Stock Purchase
plan (Incorporated by reference from the
Company's Form S-8 dated May 16, 1996).
10.11 Amendment No. 1 to Lease dated August 29, 1995
between J & J Snack Foods Corp. and 5353 Downey
Associated Ltd. for the lease of the Vernon, CA
facility. (Incorporated by reference from the
Company's Form 10-K dated December 18, 2002).
10.12* Fourth and Fifth Amendments to the J & J Snack
Foods Corp. 401(k) Profit Sharing Plan.
(Incorporated by reference from the Company's
Form 10-K dated December 18, 2002).
13.1 Company's 2003 Annual Report to Shareholders
(except for the captions and information thereof
expressly incorporated by reference in this Form
10-K, the Annual Report to Shareholders is
provided solely for the information of the
Securities and Exchange Commission and is not
deemed ''filed'' as part of the Form 10-K.) (Page
27.)
14.0 Code of Ethics Pursuant to Section 406 of the
Sarbanes-Oxley Act of 2002. (Page 64-70.)
18
22.1 Subsidiaries of J & J Snack Foods Corp. (Page
71.)
24.1 Consent of Independent Certified Public
Accountants. (Page 72.)
31.1 Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. (Page 21-22.)
31.2 Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. (Page 23-24.)
99.5 Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant To Section 906 Of The
Sarbanes-Oxley Act of 2002. (Page 73.)
*Compensatory Plan
(b) Reports on Form 8-K
Reports on Form 8-K were filed on July 23, 2003 and
November 5, 2003.
19
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, the Registrant has
duly caused report to be signed on its behalf by the
undersigned, thereunto duly authorized.
J & J SNACK FOODS CORP.
September 9, 2004 By /s/ Gerald B. Shreiber
Gerald B. Shreiber,
Chairman of the Board,
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
September 9, 2004 /s/ Robert M. Radano
Robert M. Radano, Senior Vice
President, Sales, Chief
Operating Officer and Director
September 9, 2004 /s/ Dennis G. Moore
Dennis G. Moore, Senior Vice
President, Chief Financial
Officer and Director
September 9, 2004 /s/ Sidney R. Brown
Sidney R. Brown, Director
September 9, 2004 /s/ Peter G. Stanley
Peter G. Stanley, Director
September 9, 2004 /s/ Leonard M. Lodish
Leonard M. Lodish, Director
20
REPORT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS ON SCHEDULE
Board of Directors J & J Snack Foods Corp.
In connection with our audit of the consolidated
financial statements of J & J Snack Foods Corp. and
Subsidiaries referred to in our report dated November 5,
2003 which is included in the Annual Report to Shareholders
and incorporated by reference in Part II of this form, we
have also audited Schedule II for each of the three fiscal
years in the period ended September 27, 2003 (52 weeks, 52
weeks and 52 weeks, respectively). In our opinion, this
schedule presents fairly, in all material respects, the
information required to be set forth therein.
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
November 5, 2003
25
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Opening Charged to Closing
Year Description Balance expense Deductions Balance
2003 Allowance for doubtful
accounts $1,839,000 $556,000 $1,404,000(1) $ 991,000
2002 Allowance for doubtful
accounts 1,672,000 372,000 205,000(1) 1,839,000
2001 Allowance for doubtful
accounts 1,573,000 438,000 339,000(1) 1,672,000
(1) Write-off uncollectible accounts receivable.
26